{"id":38167,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1989-stock-option-plan-for-outside-directors-h-amp-r-block-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1989-stock-option-plan-for-outside-directors-h-amp-r-block-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1989-stock-option-plan-for-outside-directors-h-amp-r-block-inc.html","title":{"rendered":"1989 Stock Option Plan for Outside Directors &#8211; H&#038;R Block Inc."},"content":{"rendered":"<pre>                                 H&amp;R BLOCK, INC.\n\n                  1989 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS\n\n                                  (AS AMENDED)\n\n         1. PURPOSES. The purposes of this 1989 Stock Option Plan for Outside\nDirectors are to attract and retain experienced and qualified directors who are\nnot employees of the Company or any Subsidiary of the Company, and to secure for\nthe Company and its shareholders the benefits of stock ownership in the Company\nby those directors.\n\n         2. DEFINITIONS.\n\n         (a) \"Board of Directors\" shall mean the board of directors of the\nCompany or any Subsidiary of the Company, as the case may be.\n\n         (b) \"Common Stock\" shall mean the common stock, without par value, of\nthe Company.\n\n         (c) \"Company\" shall mean H&amp;R Block, Inc., a Missouri corporation.\n\n         (d) \"Director\" shall mean a member of the Board of Directors of the\nCompany or a member of the Board of Directors of any Subsidiary of the Company,\nas the case may be.\n\n         (e) \"Outside Director\" shall mean a member of the Board of Directors of\nthe Company or any Subsidiary of the Company who is not an employee of the\nCompany on the date of grant of the Stock Option. As used herein, \"employee of\nthe Company\" means any full-time employee of the Company, its subsidiaries and\ntheir respective divisions, departments and subsidiaries and the respective\ndivisions, departments and subsidiaries of such subsidiaries who is employed at\nleast thirty-five (35) hours a week; provided, however, it is expressly\nunderstood that an employee of the Company does not include independent\ncontractors or other persons not otherwise employed by the Company or any\nSubsidiary of the Company but who provide legal, accounting, investment banking\nor other professional services to the Company or any Subsidiary of the Company.\n\n         (f) \"Plan\" shall mean this 1989 Stock Option Plan for Outside\nDirectors, as the same may be amended from time to time.\n\n         (g) \"Recipient\" shall mean an Outside Director of the Company or any\nSubsidiary of the Company who has been granted a Stock Option under the Plan or\nany person who succeeds to the rights of such Outside Director under this Plan\nby reason of the death of such Outside Director.\n\n         (h) \"Stock Option\" shall mean the right to purchase, upon exercise of a\nStock Option granted under this Plan, shares of the Common Stock. Such Stock\nOptions are non-statutory stock options and are not intended to be \"incentive\nstock options\" as defined in the Internal Revenue Code of 1986, as amended.\n\n         (i) \"Subsidiary of the Company\" shall mean a subsidiary of the Company,\nits divisions, departments, and subsidiaries and the respective divisions,\ndepartments and subsidiaries of such subsidiaries.\n\n         3. ADMINISTRATION OF THE PLAN. The Plan may be administered by the\nCompany's Board of Directors or an Option Committee (the \"Committee\"), as the\nBoard of Directors of the Company may in its sole discretion decide. All Outside\nDirectors shall be ineligible to vote upon any matter concerning the Stock\nOptions including adoption of this Plan. The Committee, if it is established by\nthe Company's Board of Directors to administer the Plan, shall consist of\ndirectors of the Company who are not Outside Directors, to be appointed by and\nto serve at the pleasure of the Board of Directors of the Company. A majority of\nthe Committee members shall constitute a quorum and the acts of a majority of\nthe members present at any meeting at which a quorum is present, or acts\napproved in writing by all members of the Committee, shall be valid acts of the\nCommittee. All references herein to the Committee shall\n\n\n                                       1\n\n\n\nbe deemed to mean any successor to the Committee, however designated, or the\nBoard of Directors of the Company if the Board has not approved a Committee.\n\n         The Committee shall have full power and authority to construe,\ninterpret and administer the Plan and, subject to the powers herein specifically\nreserved to the Company's Board of Directors and subject to the other provisions\nof this Plan, to make determinations which shall be final, conclusive and\nbinding upon all persons, including, without limitation, the Company, the\nshareholders of the Company, the Board of Directors, the Recipients and any\npersons having any interest in any Stock Options which may be granted under this\nPlan. The Committee shall impose such additional conditions upon Stock Options\ngranted under this Plan and the exercise thereof as may from time to time be\ndeemed necessary or advisable, in the opinion of counsel to the Company, to\ncomply with applicable laws and regulations. The Committee from time to time may\nadopt rules and regulations for carrying out the Plan and written policies for\nimplementation of the Plan. Such policies may include, but need not be limited\nto, the type, size and terms of Stock Options to be granted to Outside Directors\nof the Subsidiaries of the Company and the conditions for payment of Stock\nOptions by Recipients.\n\n         The initial Committee shall consist of Henry W. Bloch, Chairman and\nChief Executive Officer of the Company, Jerome B. Grossman, Vice Chairman of the\nCompany, and Thomas M. Bloch, President of the Company.\n\n         4. ABSOLUTE DISCRETION. The Committee may, in its sole and absolute\ndiscretion, from time to time during the continuance of the Plan, (i) determine\nwhich Outside Directors of any Subsidiary of the Company shall be granted Stock\nOptions under the Plan, (ii) grant Stock Options to any Outside Directors of any\nSubsidiary of the Company so selected, (iii) determine the type, date of grant,\nsize and terms of Stock Options to be granted to Outside Directors of any\nSubsidiary of the Company (subject to Sections 7, 9 and 10 hereof, as the same\nmay be hereafter amended), (iv) determine the terms other than the date of\ngrant, size and stock option price of Stock Options granted pursuant to Section\n6 hereof to Outside Directors of the Company, (v) place conditions or\nrestrictions on the receipt of Stock Options by Outside Directors of any\nSubsidiary of the Company or on the payment or exercise of any Stock Options,\nand (vi) do all other things necessary and proper to carry out the intentions of\nthis Plan.\n\n         5. ELIGIBILITY. Stock Options may be granted to any Outside Director;\nhowever, subject to Section 6 hereof, no Outside Director or other person shall\nhave any claim or right to be granted a Stock Option under the Plan. No member\nof the Committee (other than an ex officio member) shall be eligible for grants\nof Stock Options under the Plan.\n\n         6. PRESCRIBED STOCK OPTIONS FOR OUTSIDE DIRECTORS OF THE COMPANY.\nDuring the continuance of the Plan, a Stock Option to purchase an aggregate of\n4,000 shares of Common Stock shall be granted on each date of grant specified in\nthis Section 6 to each Outside Director of the Company serving as such on such\ndate of grant. Stock Options specified in this Section 6 shall be granted on\nSeptember 11, 1991, and on June 30 of each year thereafter in which the Plan is\nin effect. The stock option price of each share of Common Stock subject to a\nStock Option granted pursuant to this Section 6 shall be determined in\naccordance with Section 9 hereof. Outside Directors of the Company shall not be\ngranted Stock Options pursuant to the Plan other than as specified in this\nSection 6, provided that no Stock Options granted pursuant to this Plan prior to\nSeptember 11, 1991, shall be invalidated or otherwise affected by the provisions\nof this Section 6. This Section 6 shall not apply to Outside Directors of\nSubsidiaries of the Company who are not also Outside Directors of the Company on\nthe date of grant.\n\n         7. STOCK SUBJECT TO THE PLAN. The total number of shares of Common\nStock issuable under this Plan may not at any time exceed 800,000 shares,\nsubject to adjustment as provided in Sections 14 and 15 hereof. Shares of Common\nStock not actually issued pursuant to Stock Options shall be available for\nfuture Stock Options. Shares of Common Stock to be delivered or purchased under\nthe Plan may be either authorized but unissued Common Stock or treasury shares.\n\n         8. VESTING REQUIREMENTS. The Committee may determine that all or a\nportion of a Stock Option shall be vested at such times and upon such terms as\nmay be selected by it. All\n\n\n\n\n\n                                        2\n\n\nStock Options shall expire as to all of their unexercised shares ten years after\nthe date of their grant.\n\n         9. STOCK OPTION PRICE. The purchase price per share of Common Stock\nunder each Stock Option granted hereunder shall be equal to the last reported\nsale price, regular way, for the Common Stock on the New York Stock Exchange on\nthe date of grant (or, if said date of grant falls on a non-business day, then\non the next preceding business date on which the stock is quoted) of such Stock\nOption.\n\n         10. PAYMENT OF STOCK OPTION PRICE. Payment for exercise of any Stock\nOption granted hereunder shall be made (a) in cash, or (b) by delivery of Common\nStock having a market value equal to the aggregate option price, or (c) by a\ncombination of payment of cash and delivery of Common Stock in amounts such that\nthe amount of cash plus the market value of the Common Stock equals the\naggregate option price.\n\n         11. CONTINUATION AS DIRECTOR. The Committee shall require that a\nRecipient be an Outside Director at the time a Stock Option is granted and may\nrequire that a Recipient be an Outside Director at the time a Stock Option is\nexercised. The Committee may provide for the termination of an outstanding Stock\nOption if a Recipient ceases to be an Outside Director and may establish such\nother provisions with respect to the termination or disposition of a Stock\nOption on the death or retirement of a Recipient as it, in its sole discretion,\ndeems advisable. The Committee shall have the sole power to determine the date\nof any circumstances which shall constitute cessation as a Director and to\ndetermine whether such cessation is the result of retirement, death or any other\nreason.\n\n         12. REGISTRATION OF STOCK. No Stock Option may be exercised at any time\nwhen its exercise or the delivery of shares of Common Stock or other securities\nthereunder would, in the opinion of counsel for the Company, be in violation of\nany state or federal law, rule or ordinance, including any state or federal\nsecurities laws or any regulation or ruling of the Securities and Exchange\nCommission. If at any time counsel for the Company shall determine that\nqualification or registration under any state or federal law of the shares of\nCommon Stock or other securities thereby covered, or the consent or approval of\nany governmental regulatory body, is necessary or desirable as a condition of or\nin connection with the exercise of such Stock Option or the purchase of shares\nthereunder, the Stock Option may not be paid or exercised in whole or in part\nunless and until such qualification, registration, consent or approval shall\nhave been effected or obtained free of any conditions such counsel deems\nunacceptable.\n\n         13. NON-ASSIGNABILITY. No Stock Option granted pursuant to the Plan\nshall be transferable or assignable by the Recipient other than by will or the\nlaws of descent and distribution or pursuant to a qualified domestic relations\norder as defined by the Internal Revenue Code of 1986, as amended, or Title I of\nthe Employee Retirement Security Act, or the rules thereunder. During the\nlifetime of the Recipient a Stock Option granted pursuant to the Plan shall be\nexercisable only by the Recipient.\n\n         14. DILUTION OR OTHER ADJUSTMENTS. In the event of any change in the\ncapital structure of the Company, including but not limited to a change\nresulting from a stock dividend or split-up, or combination or reclassification\nof shares, the Board of Directors of the Company shall make such equitable\nadjustments with respect to the Stock Options or any provisions of this Plan as\nit deems necessary or appropriate, including, if necessary, any adjustment in\nthe maximum number of shares of Common Stock subject to an outstanding Stock\nOption.\n\n         15. MERGER, CONSOLIDATION, REORGANIZATION, LIQUIDATION, ETC. If the\nCompany shall become a party to any corporate merger, consolidation, major\nacquisition of property for stock, reorganization or liquidation, the Board of\nDirectors of the Company shall make such arrangements it deems advisable with\nrespect to outstanding Stock Options, which shall be binding upon the Recipients\nof outstanding Stock Options, including, but not limited to, the substitution of\nnew Stock Options for any Stock Options then outstanding, the assumption of such\nStock Options and the termination of or payment for such Stock Options.\n\n\n\n                                       3\n\n\n         16. COSTS AND EXPENSES. The cost and expenses of administering the Plan\nshall be borne by the Company and not charged to any Stock Option nor to any\nRecipient.\n\n         17. STOCK OPTION AGREEMENTS. The Committee shall have the power to\nspecify the form of Stock Option Agreements to be granted from time to time\npursuant to and in accordance with the provisions of the Plan and such\nagreements shall be final, conclusive and binding upon the Company, the\nshareholders of the Company and the Recipients. No Recipient shall have or\nacquire any rights under the Plan except such as are evidenced by a duly\nexecuted agreement in the form thus specified.\n\n         18. NO SHAREHOLDER PRIVILEGES. Neither the Recipient nor any person\nclaiming under or through him or her shall be or have any of the rights or\nprivileges of a shareholder of the Company in respect to any of the Common Stock\nissuable upon the exercise of any Stock Option, unless and until certificates\nevidencing such shares of Common Stock shall have been duly issued and\ndelivered.\n\n         19. GUIDELINES. The Board of Directors of the Company shall have the\npower to provide guidelines for administration of the Plan by the Committee and\nto make any changes in such guidelines as from time to time the Board deems\nnecessary.\n\n         20. AMENDMENT AND DISCONTINUANCE. The Board of Directors of the Company\nshall have the right at any time during the continuance of the Plan to amend,\nmodify, supplement, suspend or terminate the Plan, provided that (a) no\namendment, supplement, modification, suspension or termination of the Plan shall\nin any manner affect any Stock Option of any kind theretofore granted under the\nPlan without the consent of the Recipient of the Stock Option, unless such\namendment, supplement, modification, suspension or termination is by reason of\nany change in capital structure referred to in Section 14 hereof or unless the\nsame is by reason of the matters referred to in Section 15 hereof; (b) Sections\n6 and 9 herein shall not be amended or modified more than once in any six-month\nperiod, other than to comport with changes in the Internal Revenue Code of 1986,\nas amended, or the rules thereunder and (c) if the Plan is duly approved by the\nshareholders of the Company, no amendment, modification or supplement to the\nPlan shall thereafter, in the absence of the approval of the holders of a\nmajority of the shares of Common Stock of the Company present in person or by\nproxy at a duly constituted meeting of shareholders of the Company, (i) increase\nthe aggregate number of shares which may be issued under the Plan, unless such\nincrease is by reason of any change in capital structure referred to in Section\n14 hereof, (ii) change the termination date of the Plan provided in Section 21\nhereof, or (iii) delete or amend the provisions of Section 9 hereof relating to\nthe establishment of the stock option price.\n\n         21. TERMINATION. Stock Options may be granted in accordance with the\nterms of the Plan until December 5, 2004, on which date this Plan will terminate\nexcept as to Stock Options then outstanding hereunder, which Stock Options shall\nremain in effect until they have expired according to their terms.\n\n         22. APPROVAL. This Plan shall take effect upon due approval by the\nBoard of Directors of the Company. \n\n\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9543],"class_list":["post-38167","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38167","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38167"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38167"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38167"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38167"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}